Like a Spider's Web
by saberstorm
Summary: Animated AU.  Blackarachnia made it to the Allspark, but it didn't cure her.  Instead, it forced her to face herself, and change.  Picks up after Megatron Rising.


Like a Spider's Web

Summary: Animated AU. Blackarachnia made it to the Allspark, but it didn't cure her. Instead, it forced her to face herself, and change. Picks up after Megatron Rising.

The Elite Guard

Part 1

Detroit lay in pieces for the most part. Several structures were damaged in the battle against a rebuilt Megatron. It was at one of these structures that Optimus labored, thinking back on what happened directly afterward.

"_This is now the most powerful Cybertronian artifact in existence, and much to powerful to leave in Autobot hands," he said, handing the key over to Sari. "If the Allspark chose you, it must have done so for a reason."_

_Sari looked at the key glumly, "But I don't know if I'm even worthy of it."_

"_Why not?" Optimus asked._

"_Maybe because she betrayed us!" Bumblebee yelled from inside the cargo bay. "There's still a Decepticon here!"_

_Optimus and Sari hurried over to where the others were standing. There, buried under a few crates, was a blue crystal, and trapped inside..._

"_Blackarachnia?" Optimus wondered aloud. Questioning optics turned towards Sari._

"_I was mad, so I told her to fake the fall and sneak into the cargo bay so she could take the Allspark away from you and Megatron," Sari explained. "It was the only reason the two of you were fighting."_

"_It wasn't the only reason," Optimus said sternly. "However, I, for one, can't blame you. If it had been me, I probably would have done the same thing." He looked back at the crystal, sad about what had happened to someone he once called a friend, and whom he still cared about. "Ratchet, take this crystal to the med bay. You should already know why I'd like to see her recover from this ordeal."_

_Ratchet nodded, using his magnets to levitate the crystal safely._

"_Boss-bot? What's going on?" Bumblebee asked._

_Optimus decided to give them the short version, "Blackarachnia's story is her own to tell. I will tell you this: Blackarachnia only became a Decepticon because she was betrayed by her fellow Autobots. If we can save her, maybe she will change her mind."_

He was half right. The crystal encasing her was made up of Allspark energy. While it certainly had the power to cure her, the Allspark had bigger plans than that. It used her organic half to its advantage, upgrading her to what she was now: a tech-organic triple-changer. Her armor had changed and become more advanced, she could now produce multiple venoms and antidotes, and turn into a very alien-looking jet along with her spider form. In robot form, her thrusters were located just under her stingers, much like Prowl's, and she had a pair of tonfa-style energy blades hidden in her arms.

Unfortunately, she still had a bitter side to deal with, and remained a Decipticon in name and personality. However, her loyalties had changed slightly, especially after she found out about Megatron attempting to merge the Allspark's power with his own spark. Knowing full well she didn't need to follow Megatron any more, and that her upgraded form was the best she was going to get, she decided instead to become an unofficial sixth crew member, helping out Optimus and his team.

At least when she felt like it. Just because Sari and Optimus were the only two she listened to didn't mean she followed their lead. Though Optimus did suspect that Blackarachnia held the small human in higher regard than she did him.

Honking brought him out of his thoughts as he concentrated at the source. Disengaging himself from the trailer he was currently using, he hurried forward to remove some rubble. The second he did, there was a squeal of tires as several vehicles drove off.

"Those humans were afraid of me," he remarked sadly.

"Can you blame them? We did, after all, trash half their city," Ratchet grumbled.

Prowl opened his mouth to make a remark, only to stop as a shadow suddenly appeared and Optimus found himself traveling skyward, suspended by his right servo from a line of webbing.

"Don't flatter yourself, Optimus," Blackarachnia chuckled, hovering in the air and enjoying the sight of Optimus hanging upside-down. "You're too square to be scary."

"Um, I think I'll take that as a complement," Optimus said nervously, knowing full well that Blackarachnia was doing this as a method of payback for Archa Seven, one of the few reasons she stayed around. "Do you mind letting me go now?"

"Ok," she answered, all too quickly. Optimus realized his mistake when she simply broke the webbing and let him plummet to the ground head first. He landed in the trailer that was being filled with rubble and groaned.

When it came to Blackarachnia, payback came in spades and with compound interest.

"Amusing," Prowl noted with a slight grin. While he had yet to trust Blackarachnia, she had secretly given him the full version of her story, so he could understand what her intent was.

"Why don't you come down here and help instead of beating up the boss!" Bulkhead yelled. He and Bumblebee had yet to accept Blackarachnia, and her antics grated Bulkhead's circuits. Bumblebee claimed the same, though Optimus suspected that it had to do with the fact that she was better at pulling pranks than the yellow bot was.

Blackarachnia landed lightly on the ground and replied, "Not my fault he can't land on his own servos without help."

"Where's Bumblebee?" Ratchet asked. "Shouldn't he be helping?"

"We swapped shifts," Blackarachnia answered, helping Optimus out of the trailer. "He's helping Sari at Sumdac Tower for a while."

"Thanks. How is Sari?" Optimus asked.

"Faring much like us," Blackarachnia answered, activating one of her violet blades to cut a larger piece of rubble into more manageable fragments. "Overworked, and unappreciated. Powell keeps trying to convince her to stop looking for her father, but she's adamant about finding him."

Optimus grabbed some of the pieces she cut away, "Do you still think Megatron has him?"

She turned to him, four optics narrowing to a glare, "You have a better explanation? Mr. Sumdac's too much of a liability to leave behind, considering his knowledge on how to shut down Megatrons circuits. That kind of knowledge can be used to make a weapon that could disable Megatron permanently. At the same time, Megatron could also use that knowledge to his advantage, making Mr. Sumdac too valuable to kill."

"But how can we be sure the Decepticons have him and that he's not just lost?" Optimus asked. She gave him a look that made him wonder if she was planning to poison him now or later for questioning her reasoning.

Apparently, she settled on later as she shook her head, "Think about it, Optimus. The Deceptions and Mr. Sumdac vanished at practically the same time. It's too much of a coincidence especially for a scientist like me."

Further conversation was stilled as they all heard a rumbling sound. Looking up, they could see something burning as it entered the atmosphere. "What is that?" Bulkhead asked out loud. The flaming object continued in, hovering over the city before touching down in the park.

"No explosion," Blackarachnia remarked. "That has to be a ship."

"Prime! Did you see that?" Bumblebee yelled, driving up.

"We'd have to be stupid to not see it," Blackarachnia and Rachet said at the same time before glaring at each other.

"Let's go check it out. Transform and Roll... er, Move Out!" Optimus said, changing his phrase at the last minute. Blackarachnia smiled inwardly, knowing he did so in order to include her. So she switched to her spider form and climbed on his back for a ride as they drove off.

_More payback_, Optimus thought. "You know, you could get there before us if you were flying."

"Or I can hitch a ride," Blackarachnia responded, thoroughly enjoying herself. "Or you just planning to leave me behind again?" She laughed as Optimus let out a groan. "Ok, big guy. I'll lay off for a while." Switching to her jet mode, she shot off towards the ship they were approaching.

By the time Optimus and the rest of his crew reached the blue and silver craft, Blackarachnia was already flying a quick circuit around it, and Fanzone was giving orders to his men.

"Maybe you should let us handle this," Optimus said.

Fanzone laughed, "And let you guys wreck the other half of Detroit? Not a chance."

Optimus winced, opening his mouth to say something else when Blackarachnia landed next to him. "Better listen to him, Captain Fanzone," she said. "That's the Autobot flagship, the _Steelhaven_. Either Optimus is about to get a medal, or he's about to end up on the wrong end of Ultra Magnus' hammer. Optimus, do you mind if I..."

"Go ahead," he said, knowing full well what she was going to ask.

She turned to leave, but the hiss of the main hatch caused her to turn around. "Too late," she muttered, knowing full well that whether or not she ran she would be seen. It was probably better to face this hurdle now rather than later.

Three robots stood in the hatchway: one blue, one silver, and one sporting both colors. All three bore the Autobot Elite Guard emblem on their chests. Fanzone groaned, "Why does it always have to be machines? I hate machines."

Optimus and his crew stepped forward, lining up an saluting. "Ultra Magnus, sir," Optimus said. "Welcome to Earth."

"Jazz, set up a force field to protect us from these organics," Ultra Magnus said, almost disregarding Optimus' statement.

"Are you sure about that," Jazz asked. "I'd like to get a closer look."

"You won't be saying that after they cover you in slime," Sentinel Prime said. "Nothing good ever comes out of dealing with organics."

"You sound so sure of yourself, Sentinel. Any particular reason why?"

All heads turned towards the voice. Optimus nerviously tried to discretely signal Blackarachnia to stop, but it was too late. Sentinal had already seen her.

"A Decepticon? Here?" he yelled, activating his blue blade and shield. He lunged forward, only to fall forward as Blackarachnia simply leaped over him.

"Cool your fumes, big shot. I'm a rouge," she stated calmly, turning to face Ultra Magnus and Jazz. "There's nothing to fear from the organics on this planet, unless you break local laws that is."

"I think I dig," Jazz said, scratching at the back of his head. "But who are you?"

"Blackarachnia, former chief scientist," she answered. "Optimus and his team saved me from a virus that had been ravaging my systems for stellar-cycles. As such, I'm indebted to them."

"Until you decide to stab them in the back," Sentinal said, standing.

"And you'd know about stabbing others in the back, wouldn't you, Sentinal Prime," Blackarachnia growled, activating her tonfa-blades. Sentinal visibly seemed disturbed by the accusation, and Blackarachnia approached him slowly until they were face to face. "Optimus may have earned my trust, but I'm still a Decepticon, and that means I don't have to follow his orders if I don't want to. So if you want to get on his back about having me around, just remember that I reserve the right to dice you up and beg his pardon later."

"Enough!" Ultra Magnus called out. "Sentinal Prime, take Optimus Prime and his crew to be decontaminated. Jazz, guard the ship and don't let any organics through until I've spoken to Optimus. Blackarachnia, I would speak with you alone." He stepped down the ramp, heading around the front of the ship towards Blackarachnia, who retracted her weapons and nodded. As Ultra Magnus led her around the ship, Optimus worried about her welfare until Sentinal began barking orders.

"All right, you Junkicons! On the ship, on the double! Move it! Move it! Move it!"

Even though Ultra Magnus and Blackarachnia were far enough away by that time to talk without being overheard, she still bristled as she heard Sentinal yelling. "He reminds me way too much of Starscream on a bad day," she muttered.

"He's not who I wanted to talk about," Ultra Magnus said. "The one I wish to talk about is you, Elita."

Blackarachnia froze, "How did you…"

"I recognized your speech pattern," the Autobot Commander said. "For a long time I've believed that the the full truth behind the incident at Archa Seven was never revealed to the council. Sentinal blamed the whole incident on Optimus, who accepted full responsibility without offering any defence, forcing me to expell him and bar him from the Elite Guard in spite of my better judgement. I'd like to hear your side of the story."


End file.
